SIDE
      LETTER

     

    July
      August 1, 2008

    


    This
      is a
      side letter to the agreements to be entered into between Thorium Power, Ltd.
      (“Thorium Power”) and the Abu Dhabi Executive Affairs Authority (EAA) which are
      intended to become agreements between Thorium Power and the Federal Authority
      for Nuclear Regulation, an entity of the United Arab Emirates (“FANR”) and
      Thorium Power and the Emirates Nuclear Energy Corporation, an entity of the
      Emirate of Abu Dhabi (“ENEC”), upon the formation of FANR and ENEC as described
      below, ENEC
      and
      FANR are entities that have not yet been formed. It is expected that ENEC and
      FANR will be formed in the near future.

    


    Thorium
      Power and FANR are to enter into a Consulting and Strategic Advisory Agreement
      (“FANR Agreement”) to provide services to FANR, which are described in more
      detail in the FANR Agreement and attachments thereto.

    


    Thorium
      Power and ENEC are to enter into a Consulting and Strategic Advisory Agreement
      (“ENEC Agreement”) to provide services to ENEC, which are described in more
      detail in the ENEC Agreement and attachments thereto.

    


    This
      letter confirms the agreement between Thorium Power and the EAA to sign the
      FANR
      and ENEC Agreements, as negotiated as of the date of this letter, subject to
      the
      following provisions of this side letter without change on the basis that until
      the formation of FANR and ENEC respectively each of those agreement shall
      operate as an agreement between Thorium Power and EAA so that Thorium Power
      shall provide the services to be provided under those agreements to EAA in
      place
      of FANR and ENEC. Upon the formation of FANR the FANR Agreement shall become
      an
      agreement between Thorium Power and FANR and upon the formation of ENEC the
      ENEC
      Agreement shall be become an agreement between Thorium Power and ENEC.


    


    At
      the
      time that the FANR Agreement becomes an agreement between Thorium Power and
      FANR, the EAA shall cease to have any liability under that agreement and FANR
      shall be liable under and shall be entitled to the benefit of that agreement
      and
      all services provided under that agreement whether before on or after that
      date
      as if FANR had made the payments made by EAA under that agreement. At the time
      that the ENEC Agreement becomes an agreement between Thorium Power and ENEC,
      the
      EAA shall cease to have any liability under that agreement and ENEC be liable
      under and shall be entitled to the benefit of that agreement and all services
      provided under that agreement whether before on or after that date as if ENEC
      had made the payments made by EAA under that agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    In
      addition to the language contained in the ENEC and FANR Agreements (and
      notwithstanding any whole agreement clause in either of those agreements),
      the
      parties agree to the following:

    


    · The
      ENEC
      and FANR Agreements in aggregate call for a $17,408,000 prepayment to Thorium
      Power upon the execution of the ENEC and FANR Agreements.

     

    · Upon
      the
      execution of the ENEC and FANR Agreements, EAA will provide to Thorium Power
      via
      wire transfer $10,000,000 -which shall consist of- $5,000,000 in respect of
      the
      ENEC Agreement and $5,000,000 in respect of the FANR Agreememnt.

     

    · The
      remaining balance of $7,408,000 will not be due to Thorium Power until and
      shall
      paid as to $3,704,000 by ENEC and $3,704,000 by FANR respectively upon their
      formation, which will occur as soon as the formation processes that are underway
      in the United Arab Emirates and Abu Dhabi governments are complete.


     

    Agreed
      and Accepted by:

     

    
       

        	
                THORIUM
                  POWER, LTD. 

              	 	
                EMIRATES
                  NUCLEAR ENERGY CORPORATION

              
	 	 	 
	
                By:

              	/s/
                Seth Grae	 	
                By:

              	/s/
                Khaldoon Al Mubarak
	 	 	 	 	 
	
                Name: 

              	Seth
                Grae	 	
                Name: 

              	Khaldoon
                Al Mubarak
	 	 	 	 	 
	
                Title:

              	President
                and CEO	 	
                Title:

              	Chairman,
                Executive Affairs Authority